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Exhibit 4.1
CITIBANK CREDIT CARD ISSUANCE TRUST
Citiseries
Class 2008-A7 Notes
Issuer
Certificate
Pursuant to Sections 202 and 301(h) of the
Indenture
Reference
is made to the Indenture, dated as of September 26, 2000, as
amended by Amendment No. 1 thereto dated as of November 14,
2001, each between Citibank Credit Card Issuance Trust (the
"Issuer") and Deutsche Bank Trust Company Americas, as trustee
(the "Indenture"). Capitalized terms used herein
that are not otherwise defined have the meanings set forth in
the Indenture. All references herein to designated Sections
are to the designated Sections of the Indenture.
Section
301(h) provides that the Issuer may from time to time create a
tranche of Notes either by or pursuant to an Issuer
Certificate setting forth the principal terms
thereof. Pursuant to this Issuer Certificate, there
is hereby created a tranche of Notes having the following
terms:
Series Designation : Citiseries. This
series is included in Group 1.
Tranche Designation : $450,000,000 Floating Rate
Class 2008-A7 Notes of May 2018 (Legal Maturity Date May 2020)
(hereinafter, the "Class 2008-A7 Notes")
Currency : The Class 2008-A7 Notes will be
payable, and denominated, in Dollars.
Denominations : The Class 2008-A7 Notes will be
issuable in minimum denominations of $100,000 and multiples of
$1,000 in excess of that amount.
Issuance Date : May 20, 2008
Initial Principal Amount
: $450,000,000
Issue Price : 100%
Interest Rate : The Class 2008-A7 Notes will
accrue interest with respect to any interest period at a per annum
rate equal to the Class 2008-A7 Note Rate for such interest period,
calculated on the basis of the actual number of days in such
interest period divided by 360. The "Class 2008-A7 Note
Rate" means, with respect to the first interest period, 3.85375%
per annum and, with respect to each interest period thereafter, a
per annum rate equal to LIBOR for such interest period plus
1.375%.
The
Issuer will determine LIBOR for each applicable interest
period on the second business day before the beginning of that
interest period. For purposes of calculating LIBOR,
a business day is any day on which dealings in deposits in
U.S. Dollars are transacted in the London interbank
market.
"
LIBOR
" means, as of any date of determination, the rate for
deposits in U.S. Dollars for the Designated Maturity
(commencing on the first day of the relevant interest period)
which appears on the Reuters Screen LIBOR01 Page as of 11:00
a.m., London time, on such date. If such rate does not appear
on the Reuters Screen LIBOR01 Page, the rate for that day will
be determined on the basis of the rates at which deposits in
U.S. Dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for the Designated
Maturity (commencing on the first day of the relevant interest
period). The Issuer will request the principal London office
of each of the Reference Banks to provide a quotation of its
rate. If at least two such quotations are provided, the rate
for that day will be the arithmetic mean of the quotations. If
fewer than two quotations are provided as requested, the rate
for that day will be the arithmetic mean of the rates quoted
by major banks in New York City, selected by the Issuer, at
approximately 11:00 a.m., New York City time, on that day for
loans in U.S. Dollars to leading European banks for a period
of the Designated Maturity (commencing on the first day of the
relevant interest period).
"
Reuters
Screen LIBOR01 Page " means the display page currently
so designated on the Reuters Monitor Money Rates service (or
such other page as may replace that page on that service or
any successor service for the purpose of displaying comparable
rates or prices).
"
Designated
Maturity " means one month.
"
Reference
Banks " means four major banks in the London interbank
market selected by the Issuer.
Scheduled Interest Payment Dates : The 20th day
of each month, beginning June 2008.
Each
payment of interest on the Class 2008-A7 Notes will include
all interest accrued from and including the preceding Interest
Payment Date -- or, for the first interest period, from and
including the Issuance Date -- to and including the day
preceding the current Interest Payment Date, plus any interest
accrued but not previously paid.
The
first deposit targeted to be made to the Interest Funding
sub-Account for the Class 2008-A7 Notes will be on the June
19, 2008 Interest Deposit Date and in an amount equal to
$1,493,328.13.
Expected Principal Payment Date : May 21,
2018
Legal Maturity Date : May 20, 2020
Monthly Principal Date: For the month in which
the Expected Principal Payment Date occurs, May 21, 2018, and for
each other month, the 20th day of such month, or if such day is not
a Business Day, the next following Business Day.
Required Subordinated Amount of Class B Notes
: $26,923,095.
Required Subordinated Amount of Class C Notes
: $35,897,445.
Controlled Accumulation Amount
: $37,500,000.
Form of Notes : The Class 2008-A7 Notes will be
issued as Global Notes. The Global Notes will initially
be registered in the name of Cede & Co., as nominee of The
Depository Trust Company, and will be exchangeable for individual
Notes only in accordance with the provisions of Section
204(c).
Additional Issuances of Class 2008-A7 Notes : The
Issuer may at any time and from time to time issue additional Class
2008-A7 Notes, subject to the satisfaction of (i) the conditions
precedent set forth in Section 311(a) and (ii) the following
conditions:
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(a)
the Issuer has obtained written confirmation from each Rating
Agency that there will be no Ratings Effect with respect to the
then outstanding Class 2008-A7 Notes as a result of the issuance of
such additional Class 2008-A7 Notes;
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(b)
as of the date of issuance of the additional Class 2008-A7 Notes,
all amounts due and owing to the Holders of the then outstanding
Class 2008-A7 Notes have been paid and there is no Nominal
Liquidation Amount Deficit with respect to the then outstanding
Class 2008-A7 Notes;
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(c)
the additional Class 2008-A7 Notes will be fungible with the
original Class 2008-A7 Notes for federal income tax
purposes;
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(d)
if Holders of the then outstanding Class 2008-A7 Notes have benefit
of a Derivative Agreement, the Issuer will have obtained a
Derivative Agreement for the benefit of the Holders of the
additional Class 2008-A7 Notes; and
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(e)
the ratio of the Controlled Accumulation Amount to the Initial
Dollar Principal Amount of the Class 2008-A7 Notes, including the
additional Class 2008-A7 Notes, will be equal to the ratio of the
Controlled Accumulation Amount (before giving effect to the
additional issuance) to the Initial Dollar Principal Amount of the
Class 2008-A7 Notes, excluding the additional Class 2008-A7
Notes.
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As
of the date of issuance of additional Class 2008-A7 Notes, the
Outstanding Dollar Principal Amount and Nominal Liquidation
Amount of the Class 2008-A7 Notes will be increased to reflect
the Initial Dollar Principal Amount of the additional Class
2008-A7 Notes.
Any
outstanding Class 2008-A7 Notes and any additional Class
2008-A7 Notes will be equally and ratably entitled to the
benefits of the Indenture without preference, priority or
distinction.
Optional Redemption Provisions other than Section 1202 "Clean-Up
Call" : None
Additional Early Redemption Events or changes to Early Redemption
Events : None
Additional Events of Default or changes to Events of Default
: None
Business Day : means any day other than (a) a Saturday or
Sunday or (b) any other day on which national banking associations
or state banking institutions in New York, New York or South
Dakota, or any other state in which the principal executive offices
of any Additional Seller are located, are authorized or obligated
by law, executive order or governmental decre
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